Sentences with phrase «change in the control»

The Brazilian government holds a so - called golden share in Embraer, giving it veto power over strategic decisions involving military programs and any change in its controlling interest.

The National Association of Real Estate Investment Trusts («NAREIT») defines funds from operations («NAREIT FFO») as net income / (loss) attributable to common shareholders computed in accordance with generally accepted accounting principles in the United States («GAAP»), excluding gains or losses from sales of operating real estate assets and change in control of interests, plus (i) depreciation and amortization of operating properties and (ii) impairment of depreciable real estate and in substance real estate equity investments and (iii) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect NAREIT FFO on the same basis.

If Herzer manages to win her appeal and a judge eventually finds that Redstone is not competent, that could lead to a change in control at Viacom and CBS.

These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or to change our management and Board of Directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

In addition, it noted what would be fairly boilerplate severance terms: «If the Company terminates Mr. Ryan's employment without cause on or after a change in control or he resigns for good reason due to a change in control, subject to his execution and non-revocation of a release of claims, the Company will pay him, in addition to his previously - accrued compensation, severance equal to the following: (i) in the case of a change in control of Tribune Publishing or the Company, 12 months of his base salary and one year of his annual targeted bonus amount.»

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by the Principal Stockholders, our management or our Board of Directors.

We generally do not enter into severance arrangements with our named executive officers, and none of the equity awards granted to the named executive officers under Apple's equity incentive plans provide for acceleration in connection with a change in control or a termination of employment, other than as noted below or in connection with death or disability.

reviewing and approving for Tesla's executive officers: the annual base salary, equity compensation, employment agreements, severance arrangements and change in control arrangements, and any other compensation, benefits, or arrangements;

In addition, if an option or stock appreciation right is not assumed or substituted in the event of a change in control, the Administrator will notify the participant in writing that the option or stock appreciation right will be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

Except in a change in control situation, measurement of the market capitalization milestones will be based on both (i) a six calendar month trailing average of Tesla's stock price as well as (ii) a 30 calendar day trailing average of Tesla's stock price, in each case based on trading days only.

With a potential change in control of at least one chamber of Congress in 2018, a deal will be a lot easier now than it might be post-November.

All options and restricted shares awarded under our equity plans are also subject to a double - trigger accelerated vesting condition under the terms of our equity award letters, which provides for an acceleration of the vesting schedule if the associate is terminated without cause or resigns for good reason (as defined by the applicable equity plan) within the one - year period following a change in control (as defined by the applicable equity plan).

We have entered into change in control arrangements with certain of our executive officers that, among other things, provide for certain severance and change in control benefits.

The payments and benefits provided under his executive agreement in connection with a change in control may not be eligible for a federal income tax deduction for the company pursuant to Section 280G of the Internal Revenue Code.

If the payments or benefits payable to him in connection with a change in control would be subject to the excise tax on golden parachutes imposed under Section 4999 of the Internal Revenue Code, then those payments or benefits will be reduced if such reduction would result in a higher net after - tax benefit to him.

We do not have any contracts or other arrangements with our NEOs that provide for payments or other benefits upon a change in control of our company.

Vesting does not accelerate as a result of termination of employment or upon a change in control (unless the acquiring company does not assume the awards).

The following is a description of the severance, termination and change in control benefits payable to each of our Named Executive Officers pursuant to their respective agreements and our equity incentive plans.

Under the 2017 Plan, a change in control is defined to include (1) the acquisition by any person or company of more than 50 % of the combined voting power of our then outstanding stock, (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50 % of the combined voting power of the surviving entity (or the parent of the surviving entity), (3) a sale, lease, exclusive license, or other disposition of all or substantially all of our assets other than to an entity more than 50 % of the combined voting power of which is owned by our stockholders, and (4) an unapproved change in the majority of the board of directors.

In the event of a change in control, awards granted under the 2017 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement.

upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

In the event of a change of control (as defined in the plan), the compensation committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerated.

These provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a transaction involving a change in control of our company that is in the best interest of our minority stockholders.

This and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

In the event of a change in control of our company, if determined by the board of directors in the applicable award agreement or otherwise determined by the board of directors in its discretion, any outstanding awards which are unexercisable, unvested or subject to lapse restrictions shall automatically be deemed exercisable, vested or no longer subject to lapse restrictions.

With respect to certain stock awards, the performance conditions restrict exercisability or settlement until certain liquidity events occur, such as a qualifying initial public offering (IPO) or change in control.

These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change in control or other unsolicited acquisition proposal, and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us.

For example, this concentration of ownership could delay or prevent a change in control or otherwise discourage a potential acquirer from attempting to obtain control of us, which in turn could cause the trading price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock.

Section 382 of the Internal Revenue Code, the section that sets out the rules relating to the limitations on the use of NOLs when a change in control of the loss company occurs, was designed specifically to keep profitable companies from buying unprofitable companies simply to harvest their accumulated losses.

«The vesting of each executive's awards will accelerate upon termination of his employment for any reason (including a resignation for good reason) other than cause, death or disability (as such terms are defined in such executive's employment agreement) if such termination takes place upon or within two years following a change in control (as defined in such executive's employment agreement) that occurs during the term of his employment agreement and such executive signs a general waiver and release that has become effective.»

The acquisition was part of the larger change in control trend that has defined Canada's marijuana industry recently, with companies battling to gain market share before marijuana sales become legal later this year.

The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company.

In addition, these owners could use their voting influence to maintain the Companys existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.

But after the release of qualified interim accounts on Tuesday, the question that must be asked now is whether the current shareholders of Lynas will end up owning the company or whether the price of refinancing its heavily geared balance sheet will mean a change in control.

This week saw a change in control at CanniMed Therapeutics as the company prepares for the completion of it's takeover by Aurora Cannabis.

For example, ISS views as negative a single trigger, such as automatic vesting upon a change in control.

The prospect of losing valued Company employees in connection with a change in control could reduce the value of the Company to an acquirer and could thus reduce the amount current shareholders would realize in the transaction.

Bahaneh's areas of expertise include state and federal licensing, tied house laws, state and federal labeling regulations and approvals, changes in control and winery / brewery / distillery sales, franchise laws, distribution agreements, winemaker agreements, trade practices including advertising, sponsorships and special events, celebrity brands, festivals, third party marketing, contests and sweepstakes and direct shipping laws.

Or, does the number of seats held by each party matter even if a change in the number of seats held doesn't lead to a change in control of the body?

I'm not asking merely about a change in control, but about one party going from a majority role to being absolutely crushed.

de Blasio was unequivocal in insisting that neither he nor his «team» violated campaign finance laws in his 2014 efforts at electing Democratic state senate candidates and effecting a change in control of the senate.

With his Albany experience, Squadron may have a more realistic view of the challenges of actually accomplishing a change in control of that state agency.

Bold indicates a change in control.

With a third of councillors up for election in most contests there will not be many big changes in control.

With Republicans sitting on a 15 - seat majority, there simply didn't appear to be enough seats that would be truly competitive in November 2006 to warrant legitimate talk of a change in control.

The approach worked for much of Cuomo's first term, and led to key changes in controlling taxes and spending.

There are new wards and fewer council seats for this election, but it's really not credible to claim that these caused the change in control.

There was no overall change in control after a third of seats were contested with Labour retaining control of the authority.

Rustad has been manipulating forest for decades, testing the effects of climate change in a controlled setting.